Prospectus Supplement n 17-478 dated 13 September 2017 to the Base Prospectus dated 3 July 2017 BANQUE PALATINE (société anonyme à conseil d administration) 5,000,000,000 Euro Medium Term Note Programme This prospectus supplement no. 2 (the "Prospectus Supplement no. 2") constitutes a second supplement to and must be read in conjunction with the Base Prospectus dated 3 July 2017 which received visa no. 17-318 from the Autorité des marchés financiers (the "AMF") on 3 July 2013 (the "Base Prospectus") prepared by Banque Palatine (the "Issuer") with respect to its Euro 5,000,000,000 Euro Medium Term Note Program (the "Program") as supplemented by the first Prospectus Supplement dated 3 August 2017 which received visa no. 17-420 from the Autorité des marchés financiers (the "AMF") on 3 July 2013 (the " Prospectus Supplement no. 1"). The Base Prospectus as supplemented by the Prospectus Supplement no.1 and by the Prospectus Supplement no.2 constitutes a base prospectus for the purpose of the Directive 2003/71/EC of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading, as amended (the "Prospectus Directive"). Terms defined in the Base Prospectus and in the Prospectus Supplement no. 1 shall have the same meaning when used in this Prospectus Supplement no. 2. This Prospectus Supplement no. 2 has been prepared pursuant to Article 16 of the Prospectus Directive and Article 212-25 of the AMF General Regulations (Règlement général de l'amf) for the purpose of giving information with regard to the Issuer and the notes to be issued under the Program additional to the information already included or incorporated by reference in the Base Prospectus. This Prospectus Supplement no. 2, the Base Prospectus, the Prospectus Supplement no. 1 and any documents incorporated by reference herein and therein will be published on the website of the Issuer (www.palatine.fr) and filed with the AMF. Pursuant to Article 16.2 of the Prospectus Directive and Article 212-25, II of the AMF General Regulations (Règlement Général de l'amf), investors who have already accepted to purchase or subscribe for any Notes to be issued under the Program before this Prospectus Supplement no. 2 is published, shall have the right, exercisable within a time limit which shall not be shorter than two business days after the publication of this Prospectus Supplement no. 2 i.e. 13 September 2017, to withdraw their acceptance, provided that the new factor, material mistake or inaccuracy was prior to the final closing of the public offer and delivery of the financial securities. In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the Règlement Général of the Autorité des marchés financiers (the AMF ), in particular Articles 212-31 to 212-33, the AMF has granted to this Prospectus Supplement no. 1 the visa no 17-478 on 13 September 2017. The Base Prospectus, as supplemented by the Prospectus Supplement no. 1 and by this Prospectus Supplement no. 2, was prepared by the Issuer and its signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the French Code monétaire et financier, the visa was granted following an examination by the AMF of "whether the document is complete and comprehensible and whether the information it contains is consistent". It does not imply that the AMF has verified the accounting and financial data set out herein. This visa has been granted subject to the publication of final terms in accordance with Article 212-32 of the AMF's Règlement Général, setting out the terms and conditions of the securities to be issued.
TABLE OF CONTENTS RESUME DU PROGRAMME EN FRANÇAIS... 3 SUMMARY OF THE PROGRAM... 4 NOTA DI SINTESI... 5 DOCUMENTS INCORPORATED BY REFERENCE... 7 GENERAL INFORMATION... 9
RESUME DU PROGRAMME EN FRANÇAIS The section headed "RESUME DU PROGRAMME EN FRANÇAIS" of the Base Prospectus is modified as follows: On page 8 of the Base Prospectus, the element headed "B.12 Informations financières historiques clés" is deleted in its entirety and replaced with the following: B.12 Informations financières historiques clés COMPTE DE RESULTAT En millions d Euros 30 juin 2017 30 juin 2016 Exercice 2016 Exercice 2015 Produit Net Bancaire 159.3 157.8 318.1 325.4 Résultat Brut d Exploitation 52.5 53.6 118.9 131.9 Coût du risque -16.5-26.4-46 -41.5 Résultat d exploitation 36 27.2 72.9 90.4 Résultat net 22.3 16.5 46.3 55.5 BILAN Actif 14 795.5 16 300.2 15 337.7 17 359.3 Passif 14 795.5 16 300.2 15 337.7 17 359.3 Le ratio Core Equity Tier One (CET1) est égal à 7,9% au 31 décembre 2016. Aucune détérioration significative n a eu de répercussions sur les perspectives de l Émetteur depuis le 31 décembre 2016. Il n y a eu aucun changement significatif de la situation financière ou commerciale de l Emetteur depuis le 30 juin 2017.
SUMMARY OF THE PROGRAM The section headed "SUMMARY OF THE PROGRAM" of the Base Prospectus is modified as follows: On page 32 of the Base Prospectus, the element headed "B.12 Key historic financial information" is deleted in its entirety and replaced with the following: B.12 Key historic financial information INCOME STATEMENT In millions of Euros First-half 2017 First-half 2016 Financial year 2016 Financial year 2015 Net Banking Income 159.3 157.8 318.1 325.4 Gross Operating Profit 52.5 53.6 118.9 131.9 Cost of risk -16.5-26.4-46 -41.5 Operating Profit 36 27.2 72.9 90.4 Net Profit 22.3 16.5 46.3 55.5 BALANCE SHEET Assets 14 795.5 16 300.2 15 337.7 17 359.3 Liabilities 14 795.5 16 300.2 15 337.7 17 359.3 The Core Equity Tier One ratio (CET1), as of December 31st, 2016 is equal to 7.9%. There has been no material adverse change in the prospects of the Issuer since 31 December 2016. There has been no significant change in the financial or trading position of the Issuer since 30 June 2017.
NOTA DI SINTESI The section headed "NOTA DI SINTESI" of the Base Prospectus is modified as follows: On page 5 of the document NOTA DI SINTESI, the element headed "B.12 Informazioni finanziarie fondamentali relative agli esercizi passati" is deleted in its entirety and replaced with the following: B.12 Informazioni finanziarie fondamentali relative agli esercizi passati CONTO ECONOMICO In milioni di Euros Primo semestre 2017 Primo semestre 2016 Esercizio 2016 Esercizio year 2015 Risultato netto bancario 159.3 157.8 318.1 325.4 Margine operative lordo 52.5 53.6 118.9 131.9 Costo del rischio -16.5-26.4-46 -41.5 Utile operativo 36 27.2 72.9 90.4 Utile netto 22.3 16.5 46.3 55.5 STATO PATRIMONIALE Attivo 14 795.5 16 300.2 15 337.7 17 359.3 Passivo 14 795.5 16 300.2 15 337.7 17 359.3 Il rapporto Core Equity Tier One (CET1) è pari al 7,9 % al 31 dicembre 2016. Non è stato riscontrato alcun cambiamento negativo sostanziale nelle prospettive dell Emittente dal 31 dicembre 2016. Non è stato riscontrato alcun cambiamento significativo nella situazione finanziaria o commerciale dell Emittente dal 30 giugno 2017.
DOCUMENTS INCORPORATED BY REFERENCE The section headed "DOCUMENTS INCORPORATED BY REFERENCE" of the Base Prospectus is deleted in its entirety and replaced with the following: This Base Prospectus should be read and construed in conjunction with the following documents which have been previously published and have been filed with the AMF. Such documents shall be incorporated in, and shall be deemed to form part of, this Base Prospectus: (a) (b) (c) the 2016 annual financial report (the "2016 Financial Report") of the Issuer in English language which includes the consolidated financial statements for the fiscal year ended 31 December 2016, together with the explanatory notes and the related auditors reports; the 2015 annual financial report (the "2015 Financial Report") of the Issuer in English language which includes the consolidated financial statements for the fiscal year ended 31 December 2015, together with the explanatory notes and the related auditors reports; the interim financial report as of June 2017 (the «Rapport Financier Semestriel Juin 2017») of the Issuer in French language which includes non audited condensed financial statements, notes to the financial statements as well as auditor s limited review report; (d) the sections "Terms and Conditions of the Notes" of the following base prospectuses: (i) Base Prospectus dated 4 July 2016 (pages 78 to 106) (ii) Base Prospectus dated 10 July 2015 (pages 73 to 97) and (iii) Base Prospectus dated 22 August 2014 (pages 49 to 72). For as long as any Notes are outstanding, all documents incorporated by reference into this Base Prospectus may be obtained, free of charge at the registered office of the Issuer during normal business hours and will be available on the website of the Issuer (www.palatine.fr) and on the following website: www.info-financiere.fr. Cross Reference Table - Annex IV of EC Regulation no. 809/2004 2017 Interim Financial Report 1 2016 Financial Report 2015 Financial Report 3. Selected Financial Information 3.1 Selected historical financial information regarding the issuer, presented, for each financial year for the period covered by the historical financial information, and any subsequent interim financial period, in the same currency as the financial information. 3.2 If selected financial information for interim periods is provided, comparative data from the same period in the prior financial year. Pages 16 to 17 Pages 103 to 104 Pages 87 to 88 Pages 16 to 19 Not Applicable Not Applicable 13.1 Historical financial information Audited historical financial information covering the latest 2 financial years Pages 67 to 163 Pages 58 to 136 Statutory Auditors reports Pages 164 to 177 Pages 137 to 153 Balance sheet Page 103 Page 87 1 The page numbers in this table correspond to the continuous numbering of the 2017 Interim Financial Report.
Income statements Page 104 Page 88 Cash flow statements Page 106 Page 90 Accounting principles Pages 118 to 131 Pages 97 to 109 Explanatory notes Pages 107 to 163 Pages 91 to 136 13.2 Financial statements Own and consolidated financial statements, include at least the consolidated financial statements in the registration document. 13.3 Auditing of historical annual financial information Pages 67 to 163 Pages 58 to 136 Not Applicable Pages 164 to 177 Pages 137 to 153 13.5 Interim and other financial information Pages 16 to 56 Not Applicable Not Applicable Rapport d'examen ou d'audit établi Pages 13 to 14 Not Applicable Not Applicable Balance sheet Page 16 Not Applicable Not Applicable Income statements Page 17 Not Applicable Not Applicable Cash flow statements Page 19 Not Applicable Not Applicable Accounting principles Pages 25 to 34 Not Applicable Not Applicable Explanatory notes Pages 22 to 56 Not Applicable Not Applicable 13.6 Legal and arbitration proceedings Not Applicable Not Applicable Not Applicable 13.7 Significant change in the issuer s financial or trading position Not Applicable Not Applicable Not Applicable Any information not listed in the cross-reference list but included in the documents incorporated by reference is given for information purposes only. The sections "Terms and Conditions" of the following base prospectuses: (i) Base Prospectus dated 4 July 2016 (pages 78 to 106) (ii) Base Prospectus dated 10 July 2015 (pages 73 to 97) and (iii) Base Prospectus dated 22 August 2014 (pages 49 to 72) are only incorporated by reference into the Base Prospectus in order to issue assimilated Notes to form a single Series already issued in accordance with the "Terms and Conditions" of the base prospectuses as defined in (i) to (iii) above.
GENERAL INFORMATION On page 356 of the Base Prospectus, the paragraph (2) is deleted in its entirety and replaced as follows: 2. There has been no significant change in the financial or trading position of the Issuer or the Group since 30 June 2017.
PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS SUPPLEMENT NO. 2 Tarek Akrout, Directeur Ingénierie et Trading Declaration by the person responsible for the Prospectus Supplement no. 2 To the best of my knowledge (having taken all reasonable care to ensure that such is the case), I hereby certify that the information contained in this Prospectus Supplement no. 1 (when read together with the Base Prospectus) is in accordance with the facts and contains no omission likely to affect its import. Paris, 13 September 2017 Banque Palatine 42, rue d Anjou 75008 Paris France duly represented by Tarek Akrout, Directeur Ingénierie et Trading